Globus Medical, Inc. (NYSE:GMED), a leading musculoskeletal
solutions company, today announced that at the special meeting of
shareholders held earlier today its shareholders voted to approve
the issuance of shares of Globus Medical Class A common stock in
connection with the proposed merger with NuVasive (NASDAQ: NUVA).
As previously announced, under the terms of the merger agreement,
Globus Medical will issue 0.75 of a share of Globus Medical Class A
common stock in exchange for each share of NuVasive common stock
owned at the closing of the transaction.
“Globus Medical shareholders showed an overwhelming level of
support for this merger,” said Dan Scavilla, president and CEO
of Globus Medical. “Globus Medical and NuVasive are committed to
providing innovative technologies and industry leading clinical
support to help surgeons and healthcare providers deliver
continually improving care. Our combined company will have one of
the most comprehensive offerings of musculoskeletal solutions and
enabling technologies to help surgeons treat their patients. The
combined company will have over 5,000 employees who are
relentlessly focused on improving patient lives.”
Results of the Globus Medical special meeting of shareholder
vote:
- Class A common stock – 99.66% of the votes cast voted to
approve the issuance.
- Class B common stock – 100% voted to approve the issuance.
- In total, 99.92% of the votes cast voted to approve the
issuance.
NuVasive separately announced that at its special meeting of
shareholders held earlier today its shareholders voted to approve
the adoption of the Company’s merger agreement with “strong support
for NuVasive’s combination with Globus Medical.”
The proposed merger is expected to close after clearance from
regulatory authorities and satisfaction of other customary closing
conditions, at which time, NuVasive shareholders are expected to
own approximately 28% of the combined company, and Globus Medical
shareholders are expected to own approximately 72%, on a fully
diluted basis.
Globus Medical is scheduled to announce its financial results
for the first quarter ended March 31, 2023 after the market close
on Thursday, May 4, 2023.
About Globus Medical, Inc.Globus Medical, Inc.
is a leading musculoskeletal solutions company based in Audubon,
PA. The company was founded in 2003 by an experienced team of
professionals with a shared vision to create products that enable
surgeons to promote healing in patients with musculoskeletal
disorders. Additional information can be accessed at
www.globusmedical.com.
Additional Information and Where to Find ItIn
connection with the proposed transaction, NuVasive and Globus filed
a joint proxy statement/prospectus with the SEC on March 28, 2023.
NuVasive and Globus mailed or otherwise provided to its respective
stockholders the joint proxy statement/prospectus and other
relevant documents in connection with the proposed transaction on
or about March 29, 2023. Before making a voting decision, Globus’
and NuVasive’s stockholders are urged to read the joint proxy
statement/prospectus and any other documents filed by each of
Globus and NuVasive with the SEC in connection with the proposed
transaction or incorporated by reference therein carefully and in
their entirety when they become available because they will contain
important information about Globus, NuVasive and the proposed
transactions. Investors and stockholders may obtain a free copy of
these materials (when they are available) and other documents filed
by Globus and NuVasive with the SEC at the SEC’s website at
www.sec.gov, at Globus’ website at www.globusmedical.com, at
NuVasive’s website at www.nuvasive.com or by sending a written
request to Globus Medical at 2560 General Armistead Avenue,
Audubon, PA 19403 Attention: Investor Relations or by telephone at
(610) 930-1800. The documents filed by NuVasive with the SEC may be
obtained free of charge at NuVasive’s website at www.NuVasive.com
or at the SEC’s website at www.sec.gov. These documents may also be
obtained free of charge from NuVasive by requesting them by mail at
NuVasive, Inc., 12101 Airport Way Broomfield, CO 80021, Attention:
Investor Relations, or by telephone at (800) 455-1476.
Participants in the SolicitationThis document
does not constitute a solicitation of proxy, an offer to purchase
or a solicitation of an offer to sell any securities. There will be
no sale or purchase of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended. Globus and NuVasive and their
respective directors, executive officers and certain other members
of management and employees may be deemed to be participants in
soliciting proxies from their respective stockholders in connection
with the proposed transaction. Information regarding the persons
who may, under the rules of the SEC, be considered to be
participants in the solicitation of Globus’ and NuVasive’s
stockholders, respectively, in connection with the proposed
transaction will be set forth in joint proxy statement/prospectus
if and when it is filed with the SEC by Globus and NuVasive.
Security holders may obtain information regarding the names,
affiliations and interests of Globus’ directors and officers in
Globus’ Annual Report on Form 10-K and Form 10-K/A for the fiscal
year ended December 31, 2022, which was filed with the SEC on
February 21, 2023 and March 16, 2023, respectively. Security
holders may obtain information regarding the names, affiliations
and interests of NuVasive’s directors and officers in NuVasive’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2022, which was filed with the SEC on February 22, 2023 and its
definitive proxy statement for its 2022 annual meeting of
stockholders, which was filed with the SEC on March 30, 2022. To
the extent the holdings of Globus securities by Globus’ directors
and executive officers or the holdings of NuVasive’s securities
by
NuVasive’s directors and executive officers have changed since
the amounts set forth in Globus’s proxy statement for its 2022
annual meeting of stockholders or NuVasive’s proxy statement for
its 2022 annual meeting of stockholders, respectively, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding
these individuals and any direct or indirect interests they may
have in the proposed transaction will be set forth in the joint
proxy statement/prospectus when and if it is filed with the SEC in
connection with the proposed transaction, at Globus’ website at
www.globusmedical.com and at NuVasive’s website at
www.nuvasive.com.
Cautionary Note Regarding Forward-Looking
StatementsCertain statements contained in this filing may
be considered forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including
statements regarding the transaction and the ability to consummate
the mergers. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and NuVasive undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: (1) Globus and NuVasive may be
unable to obtain their respective requisite stockholder approvals
as required for the proposed transaction; (2) conditions to the
closing of the transaction may not be satisfied; (3) the
transaction may involve unexpected costs, liabilities or delays;
(4) the respective businesses of Globus and NuVasive may suffer as
a result of uncertainty surrounding the transaction; (5) the
outcome of any legal proceedings related to the transaction; (6)
Globus and NuVasive may be adversely affected by other economic,
business, and/or competitive factors; (7) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (8) the effect of the
announcement of the transaction on the ability of Globus or
NuVasive to retain and hire key personnel and maintain
relationships with customers, suppliers and others with whom Globus
or NuVasive does business, or on Globus’ or NuVasive’s operating
results and business generally; and (9) other risks to consummation
of the transaction, including the risk that the transaction will
not be consummated within the expected time period or at all.
Additional factors that may affect the future results of Globus and
NuVasive are set forth in their respective filings with the SEC,
including the Proxy Statements, Globus’ Registration Statement,
each of Globus’ and NuVasive’s most recently filed Annual Report on
Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and other filings with the SEC, which are
available on the SEC’s website at www.sec.gov, specifically under
the heading “Risk Factors.” The risks and uncertainties described
above and in Globus’ most recent Quarterly Report on Form 10-Q and
NuVasive’s most recent Quarterly Report on Form 10-Q are not
exclusive and further information concerning Globus and NuVasive
and their respective businesses, including factors that potentially
could materially affect their respective businesses, financial
condition or operating results, may emerge from time to time.
Readers are urged to consider these factors carefully in evaluating
these forward-looking statements, and not to place undue reliance
on any forward-looking statements. Readers should also carefully
review the risk factors described in other documents that Globus
and NuVasive file from time to time with the SEC. The
forward-looking statements in these materials speak only as of the
date of these materials. Except as required by law, Globus and
NuVasive assume no obligation to update or revise these
forward-looking statements for any reason, even if new information
becomes available in the future.
Contact:Brian KearnsSenior Vice President,
Business Development and Investor RelationsPhone: (610)
930-1800Email: investors@globusmedical.comwww.globusmedical.com
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